Mr. Gunther Roehlig reports
DARIEN BUSINESS DEVELOPMENT ANNOUNCES BINDING LETTER OF INTENT
Darien Business Development Corp. has entered into a binding letter of intent with a U.S.-based company pursuant to which Darien would acquire all of the issued and outstanding shares of the target in consideration for Darien shares that on issuance would constitute a substantial majority of Darien's outstanding equity. The acquisition would, if completed, constitute a reverse takeover of Darien by the target. The parties have agreed to negotiate definitive agreements, and undertake due diligence, on an exclusive basis.
In conjunction with the acquisition, and as conditions to closing, Darien has agreed to do the following:
- Consolidate its currently issued and outstanding common shares in an amount to be agreed between the company and the target based upon the final determination of the valuation of target;
- Exercise or cancel all outstanding stock options;
- Cancel all management contracts and compensation agreements with directors and officers;
- Replace Darien's board of directors with representatives nominated by the target and change Darien's management;
Settle the balance of its outstanding liabilities, if any;
Obtain all necessary regulatory and shareholder approvals;
Delist from the TSX Venture Exchange and list on the Canadian Securities Exchange.
The acquisition will constitute a change of business for Darien, and consequently Darien has requested that trading of its common shares on the TSX-V be halted. Unless the transaction with the target fails to close, the company does not expect its shares will resume trading again until listing has been accepted by the CSE.
Upon entering into the definitive agreement, a comprehensive news release will be issued and posted on SEDAR. Full details of the acquisition and related transactions will also be set out in a listing statement and will be posted on SEDAR.
Darien intends to provide updates as this matter progresses. The letter of intent is conditional on satisfactory due diligence, requisite corporate approvals, negotiation of definitive documentation and other conditions. There can be no assurance that definitive agreements can be reached or, if such terms can be reached, as to the timing or terms of the acquisition.
We seek Safe Harbor.
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